Sale of Buyer Sample Clauses

Sale of Buyer. In the event of an Approved Sale (as such term is defined in Section 5(a) of the Stockholders Agreement), the Buyer shall take all actions necessary to either (a) cause the purchaser in such Approved Sale to purchase all outstanding shares of Buyer Preferred Stock at a price per share in cash not less than the liquidation value per share of the Buyer's Class B Preferred Stock or (b) cause the purchaser in such Approved Sale to purchase all outstanding shares of Buyer Preferred Stock issued to the Sellers at the same consideration per share paid to the holders of the Buyer's Class A Preferred Stock in such Approved Sale. Sellers and Buyer each agree to take all necessary and desirable actions reasonably requested in order to vote for, consent to and raise no objections against the Approved Sale; provided, however, that each share of the Buyer's Class B Preferred Stock shall receive the same consideration per share or, if an option is provided, the same options, as the holders of the Buyer's Class A Preferred Stock are provided in the Approved Sale. Prior to the Closing Date, Buyer shall cause GTCR Xxxxxx Xxxxxx, L.L.C. to agree to be bound by the terms and conditions of this Section 6(m) as if it were a Party to this Agreement.
Sample 1
AutoNDA by SimpleDocs
Sale of Buyer. (a) If the board of directors of Buyer (the "Board") and the holders of a majority of Buyer Common Stock then outstanding approve a Sale of Buyer (the "APPROVED SALE"), the holders of Underlying Common Stock will consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as a (i) merger of consolidation, each holder of Underlying Common Stock shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Underlying Common Stock shall agree to sell all of his shares of Underlying Common Stock and rights to acquire shares of Underlying Common Stock on the terms and conditions approved by the Board and the holders of a majority of Buyer Common Stock then outstanding. Each holder of Underlying Common Stock shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by Buyer.
Sample 1
Sale of Buyer. (a) In the event that the sale of Buyer or any transferee of the Business controlled by Buyer (whether by sale of at least two-thirds of Buyer's common stock, by merger or by sale of substantially all of its assets) (a "BUYER SALE") is consummated to Dun & Bradstreet Corporation or any of its Subsidiaries ("D&B") within 18 months following the Closing Date for a total aggregate cash purchase price (including assumed funded debt) which is in excess of $18 million, Buyer agrees to pay to Seller in immediately available funds all of the net proceeds in excess of $18 million within two business days of the receipt thereof.
Sample 1
Sale of Buyer. In the event that, during the Measurement Period, (i) Parent sells all or substantially all the capital stock of Buyer, (ii) Buyer disposes of all or substantially all of the assets of Buyer, or (iii) Buyer merges or consolidates with another entity, in which Buyer is not the surviving entity, then the party purchasing such stock or assets, or surviving such merger shall, as a condition precedent to such purchase or merger, assume all obligations of the Buying Parties set forth in Section 2.4 and 2.7; provided, however, that neither Parent nor Buyer may effect any such sale or merger transaction unless the acquirer has the ability (from a financial
Sample 1

Related to Sale of Buyer

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

Time is Money Join Law Insider Premium to draft better contracts faster.